Form S-8 - Securities to be offered to employees in employee benefit plans

As filed with the Securities and Exchange Commission on August 8, 2024

Registration No. 333-   

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

DRIVEN BRANDS HOLDINGS INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		47-3595252
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

440 South Church Street, Suite 700

Charlotte, North Carolina 28202

(Address of Principal Executive Offices, Zip Code)

AMENDED AND RESTATED DRIVEN BRANDS HOLDINGS INC.

2021 OMNIBUS INCENTIVE PLAN

(Full title of the plan)

Jonathan Fitzpatrick

President and Chief Executive Officer

440 S. Church Street, Suite 700

Charlotte, NC 28202

[phone]

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copy to:

Krista Hanvey

Gibson, Dunn & Crutcher LLP

2001 Ross Avenue, Suite 2100

Dallas, Texas 75201

[phone]

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer		☒		Accelerated filer		☐
Non-accelerated filer		☐		Smaller reporting company		☐
				Emerging growth company		☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

 

 

 

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EXPLANATORY NOTE

This Registration Statement on Form S-8 is being filed by Driven Brands Holdings Inc. (the “Company” or the “Registrant”) pursuant to General Instruction E to Form S-8, under the Securities Act of 1933, as amended, to register an additional 10,000,000 shares of common stock, par value $0.01 per share (“Common Stock”), issuable under the Amended and Restated Driven Brands Holdings Inc. 2021 Omnibus Incentive Plan (the “Plan”). At the recommendation of the Company’s Board of Directors, the Registrant’s stockholders approved an amendment and restatement of the Plan on May 9, 2024, which increased the number of shares available for issuance under the Plan by 10,000,000 shares of Common Stock. This Registration Statement on Form S-8 relates to the additional 10,000,000 shares of Common Stock authorized to be issued under the Plan.

The information contained in the Registrant’s registration statement on Form S-8 filed with the Securities and Exchange Commission on January 15, 2021 (SEC File No. 333-252122), together with all exhibits filed therewith or incorporated therein by reference, are hereby incorporated by reference pursuant to General Instruction E to Form S-8, and the shares of Common Stock registered hereunder are in addition to the shares of Common Stock registered on such registration statements.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.

 

Exhibit No.		Exhibit Description
4.1		Amended and Restated Certificate of Incorporation of Driven Brands Holdings Inc. (incorporated by reference from Exhibit 3.1 to the Company’s Annual Report on Form 10-K, filed on March 18, 2022).
4.2		Amended and Restated Bylaws of Driven Brands Holdings Inc. (incorporated by reference from Exhibit  3.2 to the Company’s Annual Report on Form 10-K filed on March 18, 2022).
5.1*		Opinion of Gibson, Dunn & Crutcher LLP.
10.1		Amended and Restated Driven Brands Holdings Inc. 2021 Omnibus Incentive Plan (incorporated by reference to Exhibit B of the Company’s Proxy Statement on Schedule 14A filed on March 27, 2024).
23.1*		Consent of Grant Thornton LLP.
23.2*		Consent of PricewaterhouseCoopers LLP.
23.3*		Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1 to this Registration Statement).
24.1*		Power of Attorney (included on signature pages of this Registration Statement).
107.1*		Filing Fee Table

 

*	Filed herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Driven Brands Holdings Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Charlotte, the state of North Carolina, on this 8^th day of August, 2024.

 

DRIVEN BRANDS HOLDINGS INC.
By:		/s/ Jonathan Fitzpatrick
Name:		Jonathan Fitzpatrick
Title:		President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below hereby constitutes and appoints Scott O’Melia acting singly, his or her true and lawful agent, proxy and attorney-in-fact, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to (i) act on, sign and file with the Securities and Exchange Commission any and all amendments (including post-effective amendments) to this registration statement together with all schedules and exhibits thereto, (ii) act on, sign and file such certificates, instruments, agreements and other documents as may be necessary or appropriate in connection therewith, (iii) act on and file any supplement to any prospectus included in this registration statement or any such amendment, and (iv) take any and all actions which may be necessary or appropriate in connection therewith, granting unto such agents, proxies and attorneys-in-fact, and each of them, full power and authority to do and perform each and every act and thing necessary or appropriate to be done, as fully for all intents and purposes as he might or could do in person, hereby approving, ratifying and confirming all that such agents, proxies and attorneys-in-fact or any of their substitutes may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on the dates indicated.

 

Signature		Title		Date
/s/ Jonathan Fitzpatrick Jonathan Fitzpatrick		President and Chief Executive Officer and Director (Principal Executive Officer)		August 8, 2024
/s/ Michael Beland Michael Beland		Senior Vice President and Chief Accounting Officer (Principal Financial Officer & Principal Accounting Officer)		August 8, 2024
/s/ Neal Aronson Neal Aronson		Director		August 8, 2024
/s/ Cathy Halligan Cathy Halligan		Director		August 8, 2024
/s/ Damien Harmon Damien Harmon		Director		August 8, 2024
/s/ Chadwick Hume Chadwick Hume		Director		August 8, 2024
/s/ Rick Puckett Rick Puckett		Director		August 8, 2024

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/s/ Karen Stroup Karen Stroup		Director		August 8, 2024
/s/ Peter Swinburn Peter Swinburn		Director		August 8, 2024
/s/ Michael Thompson Michael Thompson		Director		August 8, 2024
/s/ Jose Tomás Jose Tomás		Director		August 8, 2024

Exhibit 5.1

 

				Gibson, Dunn & Crutcher LLP   2001 Ross Avenue Dallas, TX 75201-2911 Tel [phone] www.gibsondunn.com

August 8, 2024

Driven Brands Holdings Inc.

440 S. Church Street, Suite 700

Charlotte, NC 28202

Re: Driven Brands Holdings Inc. Registration Statement on Form S-8

Ladies and Gentlemen:

We have examined the Registration Statement on Form S-8 (the “Registration Statement”) of Driven Brands Holdings Inc., a Delaware corporation (the “Company”), to be filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), in connection with the offering by the Company of up to 10,000,000 shares of the Company’s common stock, par value $0.01 per share (the “Shares”), under the Amended and Restated Driven Brands Holdings Inc. 2021 Omnibus Incentive Plan (as amended, the “Plan”).

We have examined the originals, or photostatic or certified copies, of such records of the Company and certificates of officers of the Company and of public officials and such other documents as we have deemed relevant and necessary as the basis for the opinions set forth below. In our examination, we have assumed the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as copies. We have also assumed that there are no agreements or understandings between or among the Company and any participants in the Plan that would expand, modify or otherwise affect the terms of the Plan or the respective rights or obligations of the participants thereunder. Finally, we have assumed the accuracy of all other information provided to us by the Company during the course of our investigations, on which we have relied in issuing the opinion expressed below.

Based upon the foregoing examination and in reliance thereon, and subject to the qualifications, assumptions and limitations stated herein and in reliance on the statements of fact contained in the documents that we have examined, we are of the opinion that the Shares, when issued and sold in accordance with the terms set forth in the Plan, as applicable, and against payment therefor in accordance with the terms of the form of agreement documenting the awards under which the Shares may be issued, and when the Registration Statement has become effective under the Securities Act, will be validly issued, fully paid and non-assessable.

We render no opinion herein as to matters involving the laws of any jurisdiction other than the Delaware General Corporation Law (the “DGCL”). This opinion is limited to the effect of the current state of the DGCL and the facts as they currently exist. We assume no obligation to revise or supplement this opinion in the event of future changes in such law or the interpretations thereof or such facts. We express no opinion regarding any state securities laws or regulations.

Abu Dhabi • Beijing • Brussels • Century City • Dallas • Denver • Dubai • Frankfurt • Hong Kong • Houston • London • Los Angeles

Munich • New York • Orange County • Palo Alto • Paris • Riyadh • San Francisco • Singapore • Washington, D.C.

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				Gibson, Dunn & Crutcher LLP   2001 Ross Avenue Dallas, TX 75201-2911 Tel [phone] www.gibsondunn.com

We consent to the filing of this opinion as an exhibit to the Registration Statement, and we further consent to the use of our name in the Registration Statement and the prospectus that forms a part thereof. In giving these consents, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission.

Very truly yours,

/s/ Gibson, Dunn & Crutcher LLP

Gibson, Dunn & Crutcher LLP

Abu Dhabi • Beijing • Brussels • Century City • Dallas • Denver • Dubai • Frankfurt • Hong Kong • Houston • London • Los Angeles

Munich • New York • Orange County • Palo Alto • Paris • Riyadh • San Francisco • Singapore • Washington, D.C.

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have issued our report dated March 18, 2022 with respect to the consolidated financial statements of Driven Brands Holdings Inc. included in the Annual Report on Form 10-K for the year ended December 30, 2023, which incorporated by reference in this Registration Statement. We consent to the incorporation by reference of the aforementioned report in this Registration Statement.

/s/ GRANT THORNTON LLP

Charlotte, North Carolina

August 8, 2024

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Driven Brands Holdings Inc. of our report dated February 28, 2024 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in Driven Brands Holdings Inc.’s Annual Report on Form 10-K for the year ended December 30, 2023.

/s/ PricewaterhouseCoopers LLP

Charlotte, NC

August 8, 2024

Exhibit 107.1

Calculation of Filing Fee Tables

FORM

S-8

(Form Type)

DRIVEN BRANDS HOLDINGS INC.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

 

Security Type

Security Class Title (1)

Fee Calculation Rule (2)

Amount Registered

Proposed Maximum Offering Price Per Unit

Maximum Aggregate Offering Price

Fee Rate

Amount of Registration Fee

Equity

Common stock, par value $0.01 per share

Rule 457(a)

10,000,000  (3)

$13.11

$131,100,000

$ 147.60 per $1,000,000

$19,350.36

Total Offering Amounts

$131,100,000

$ 19,350.3 6

Total Fee Offsets

—

Net Fee Due

$19,350.36

 

(1)

Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement on Form S-8 shall also cover any additional shares of common stock, par value $0.01 per share, of the Registrant (the “Common Stock”) as may become issuable as a result of any stock dividend, stock split, recapitalization or other similar transaction, and any other securities with respect to which the outstanding shares are converted or exchanged, pursuant to the terms of the Amended and Restated Driven Brands Holdings Inc. 2021 Omnibus Incentive Plan (the “Plan”).

(2)	Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and (h) of the Securities Act, and based on the average of the high and low sale prices of the Common Stock, as quoted on the Nasdaq Stock Market, on August 5, 2024.

(3)	Represents 10,000,000 shares of Common Stock authorized to be issued under the Plan.

Submission	Aug. 08, 2024
Submission [Line Items]
Central Index Key	0001804745
Registrant Name	DRIVEN BRANDS HOLDINGS INC.
Form Type	S-8
Submission Type	S-8
Fee Exhibit Type	EX-FILING FEES

Offerings - Offering: 1	Aug. 08, 2024 USD ($) shares
Offering:
Fee Previously Paid	false
Rule 457(a)	true
Security Type	Equity
Security Class Title	Common stock, par value $0.01 per share
Amount Registered | shares	10,000,000
Proposed Maximum Offering Price per Unit	13.11
Maximum Aggregate Offering Price	$ 131,100,000
Fee Rate	0.01476%
Amount of Registration Fee	$ 19,350.36
Offering Note	(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement on Form S-8 shall also cover any additional shares of common stock, par value $0.01 per share, of the Registrant (the “Common Stock”) as may become issuable as a result of any stock dividend, stock split, recapitalization or other similar transaction, and any other securities with respect to which the outstanding shares are converted or exchanged, pursuant to the terms of the Amended and Restated Driven Brands Holdings Inc. 2021 Omnibus Incentive Plan (the “Plan”). (2) Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and (h) of the Securities Act, and based on the average of the high and low sale prices of the Common Stock, as quoted on the Nasdaq Stock Market, on August 5, 2024. (3) Represents 10,000,000 shares of Common Stock authorized to be issued under the Plan.

Fees Summary	Aug. 08, 2024 USD ($)
Fees Summary [Line Items]
Total Offering	$ 131,100,000
Total Fee Amount	19,350.3
Total Offset Amount	0
Net Fee	$ 19,350.36

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